


One Ahead

by zeffyamethyst



Category: Agents of S.H.I.E.L.D. (TV), Captain America (Movies), Marvel Cinematic Universe
Genre: Epic Friendship, Gen, Male-Female Friendship, Mentors
Language: English
Status: Completed
Published: 2014-09-23
Updated: 2014-09-23
Packaged: 2018-02-18 12:30:32
Rating: General Audiences
Warnings: Creator Chose Not To Use Archive Warnings
Chapters: 2
Words: 14,621
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/2348525
Author URL: https://archiveofourown.org/users/zeffyamethyst/pseuds/zeffyamethyst
Summary: <blockquote class="userstuff">
              <p>Director Peggy Carter and Nicholas Fury through the years. </p><p> </p><p>  <i>The world is in utter shambles, one of its main defenders buried underneath the Potomac, new and old threats are emerging every second, and Peggy has utter confidence that everything will be just fine. SHIELD might be gone but it was never the building or the weapons or the secrets that mattered. As long as there are people like Fury, like the Black Widow, like Maria Hill, the world still stands a fighting chance.</i></p>
            </blockquote>





	1. Chapter 1

**Author's Note:**

> This fic came about because I was particularly bothered by Pierce's assertion that Fury only got the position of Director because of him. My preferred headcanon is that Peggy is the one to groom Fury, that she taught him everything about SHIELD and being its Director. 
> 
> None of this would have been possible without my betas, petra and resplendeo. They made me take out a crazy amount of commas, pointed out sentences where nothing was making sense, and brainstormed/fangirled headcanons with me until I was motivated enough to keep going. So, thank you guys. You were phenomenal.
> 
> In honour of Agents of SHIELD returning to the screen and in anticipation of Agent Carter, please have ~15k of Peggy and Fury bantering and being badasses.

"Ma'am, I'm sorry but he's not allowed to have visitors." 

They say it like she should care what the Army wants. Peggy flashes her badge and watches them flinch in recognition. The two soldiers, mid-thirties and standing at perfect attention, share a look and wisely step away from the door. It would be a safe bet to say one of them will radio in about her as soon as she's gone through the door. 

Let them. Colonel Sawyer should know exactly who is stealing his best soldier. 

"Thank you, gentlemen." Peggy smiles, because politeness can be as much a weapon as a knife in the right setting. 

She gestures for her escort to stay behind, then walks inside with all the swagger she can muster. The room is spartan even by the army's standard, one bed and one toilet, and no windows so the only source of light is a single aging light bulb. 

The reason for her visit sits on the bed, arms folded and leaning back against the wall. There is a gauze pad over one eye and he has his remaining eye closed, even though he must hear her entrance. 

"Colonel Nicholas J. Fury," Peggy says, the words echoing despite the size of the room. 

He opens his eye at that. Despite the bandages and the arm in a sling, there is little about him that invites pity or sympathy. He remains seated, though he does square his shoulders and tilts his chin up, a challenge in his eye as if daring the world to take a swing at him. Peggy remembers looking at his photo, trying to find any trace of his father in him and failing, but that attitude, that cockiness, it's all Fury Sr. She can't imagine how this boy survived so long in the Army where hierarchy is everything. 

"For future references, Colonel, you're supposed to salute me," she tells him. 

When Fury speaks his voice is hoarse, either from disuse or from the bruises littering his throat. "Ma'am, I'm almost certain I'm not. You're not army or any kind of military, for that matter." 

Peggy likes the fact that Fury's eyes stay fixed on her face, even as his tone borders on insubordination. It may be the first time she hasn't been given that insulting once over most soldiers can't seem to resist. Even men who know her for what she is will indulge in an indiscreet sweep from head to toe, as if by virtue of being a woman they have a God given right to treat her any way they please. 

"You're correct, I am not military. My agency ranks higher than that," Peggy says. "Quite a bit higher actually." 

"Really?" Fury drawls. 

"Really. Do you think they just let anyone in to see a secluded prisoner?" Peggy says. "I'm here to offer you a deal, Colonel Fury." 

Peggy sees the precise moment the boy decides to shelf his questions to focus on more important issues—he tilts his head down just so and his eyes lose that bored sheen. Other than that, he remains impassive and unreadable, exactly what Peggy looks for in an agent. 

"Mind telling me who the hell you are, first?" Fury says, his voice controlled as tightly as his face. 

Peggy tosses him her badge and gives him a moment to examine it. "I'm Director Carter of the Strategic Homeland Intervention, Enforcement, and Logistics Division."

Fury nods and flicks the badge back. "Bit of a mouthful. Never heard of it."

"We go by SHIELD and I would be doing a piss-poor job if you had," Peggy tells him. "We're an extra-governmental counter-terrorism and intelligence agency."

"Extra-governmental," Fury repeats. "The hell does that mean?"

"It means that they're about to court martial you for the little stunt you pulled and I'm here to offer you a job that will make sure all of this," Peggy waves a hand to indicate the cell and the guards, "goes away." 

Fury doesn't answer straight away, which Peggy finds reassuring. Decisions like this shouldn't ever be made lightly. "Not sure how I feel about a shadowy organisation powerful enough to pull that off," Fury says after a moment. 

"You would rather be court-martialed then?"

"I did what I did knowing the consequences. I'm a big boy, I can take my lumps." Fury's faint grin has a sarcastic slant Peggy likes. Reminds her of James. Reminds her of Howard. 

Peggy drums her fingers against her thigh, lips pursed as if she's thinking. She already knows what he wants to hear but it doesn't hurt to show a little bit of hesitation. Doesn't hurt to have him underestimate her. 

"Your mission objective was to take out hostiles and retrieve the double agent. No mention of a hostage rescue. In fact, I have transcripts of your superiors ordering you to leave those people behind. And yet.” Peggy spreads her hands, inviting a response. 

Even if she isn't Army, he had clearly decided she was of a high enough clearance to get answers because he answers promptly, "Not a huge fan of people dying more than it's necessary, and I decided it wasn't necessary." 

"So. You weighed the value of their lives against your career." Peggy walks closer, forcing him to look up at her. She finds that a certain degree of closeness can create the illusion of intimacy. "You decided that saving those people came before politics and bureaucratic nonsense. That is exactly what my organisation is about, colonel; we don't compromise for the sake of politics and expediency. We save lives. More than that, we protect people from threats the government is ill equipped to handle. We step in when nothing else will work and we step in before things deteriorate any further. I'm offering you the chance to be part of that. To effect change before it's too late."

There is a long silence where Fury's lone eye sweeps over her face as if trying to catch any hint of deceit. "Does that actually work on anyone?" he eventually says.

Peggy smiles, showing the slightest hint of teeth. "You might be surprised. If nothing else we have the best toys."

Fury snorts. "Why the hell didn't you just say so in the first place? Sign me up."

Peggy raises an eyebrow, waiting. To Fury's credit it only takes him five and something seconds to figure it out. "Sign me up, Director," Fury drawls, his tone just shy of insolence but his salute is crisp and perfect so Peggy lets it slide. 

+

“What the hell is this bullshit about babysitting the junior agents?” Fury punctuates the question by shoving the door open so hard that it slams against the wall.

Peggy tilts her reading glasses down and sends Fury the harshest steely-eyed glare she has in her arsenal. She is willing to tolerate a certain amount of disrespect from her agents but at times Fury needs the reminder that there are limits to her patience. 

“Ma'am,” Fury adds.

“Close the damn door and sit down,” Peggy orders. 

Fury looks like he hasn't slept for days and hasn't had access to any chemical stimulant for even longer. His black field uniform is torn in places and Peggy is sure that if she looks closer she'll be able to detect stains of both bloody and non-bloody natures. While Fury stomps through to the only other chair in the office, she flicks through her mental Rolodex of active missions, trying to remember where the hell she sent him—two weeks in Ecuador, extracting a scientist from one of Roxxon's more questionable research labs. 

Fury opens his mouth but Peggy stops him with a raised hand. “I may regret asking this but are those the clothes you left this country in?” 

He picks at his shirt as he sits down and gives it a good sniff. Makes a face. “You really want to know?” 

“I retract my question.” Peggy lays down the report she was reading. “I assume the rest of your team is in equally excellent condition.”

“The hell you asking me for? Go talk to 'em if you want,” Fury says, shrugging. 

Peggy couldn't have planned it better if she tried. “And thank you, Agent Fury, for getting us to the salient point so quickly.” 

“What point?” Fury grumbles. Peggy can see two weeks of constant surveillance and fighting finally catching up to him when he sits down. There is a slump to his shoulders, a slouch to his spine that wouldn't have been there before, and Peggy almost feels guitly for what she is about to do to him. On the other hand, it's in her nature and training to hit a man even harder when he's down. She can feel guilty later.

Out of the drawer to her left Peggy pulls out the folder that had been waiting for Fury's return. “I was going to give you a few days before telling you this but since you asked so nicely.” She opened the folder up to pull out the pertinent pieces of paper. “Congratulations, Agent Fury. You have just volunteered your services for the junior agents' annual M&M. You will be playing the role of field mentor and hopefully guiding your team to glorious victory.”

Every year in August all junior agents cleared for field duty were split into teams and sent to various SHIELD facilities around the world to partake in mock missions aka M&M. The missions were all based on real situations SHIELD had encountered and the aim was to have the agents working as a cohesive unit; completing the mission was a bonus. Each team was assigned an experienced field agent that would provide a steadying influence as well as a wealth of hands-on knowledge the juniors could use to their advantage. 

“Hello no.” Fury sits up straight in the chair, one of his hands tightening on the armrest. “You aren't putting me in charge of incompetent, immature fuckers who don't know how to tell if the safety's on.”

“You misunderstand me. This is not an offer or a negotiation.” 

"Do I look like a man who wants to babysit a bunch of prepubescent agents for their first field experience?" Fury demands.

"You look like someone who needs to learn to play nice with the other children," Peggy purses her lips. “Not to put too fine a point on it but your colleagues hate you and your handlers think you're a know-it-all tosser. I have a pile of official complaints to prove it.” 

“I get the job done,” Fury growls, crossing his arms in front of his chest, “You want me to be polite about it too?”

The only reason Peggy doesn't throw up her hands in frustration is the knowledge Fury would never let her forget it. “Yes! Failing that I would like you to refrain from pissing off so many people on each and every mission.” 

On paper, Fury is an excellent agent; arguably the best SHIELD has to offer. Off paper, Fury has all the interpersonal skills of a starving lion with a chip on his shoulder and isn't afraid to share the joy. Peggy doesn't often care what her agents are like outside of missions: as long as they can perform and aren't irredeemable monsters she'll grant them the courtesy of being as messed up as they like.

Unfortunately for Fury, she has plans for him and his attitude is not helping. 

“It was Stonewell wasn't it? Should have known the little weasel would put in a complaint,” Fury says, index finger tapping the arm of his chair. 

Peggy closes the folder and slides it across. “Don't flatter yourself, Fury. You've got more than one detractor and I agree with some of their objections. You can't berate and yell people into respecting you or even doing their jobs well. Like it or not, these people are your colleagues and deserving of your regard. Yes, even Stonewell. You think when I was in your position I wasn't tempted to punch some sense into people's head? Instead, I held my tongue, I did the work, and I didn't give them a goddamn reason to kick me out. And here I am, the director of this organisation.” 

“Only difference is, I'm not planning on taking your job,” Fury says, rolling his eyes. He picks up the paper on top and reads through, pulling faces at certain sections.

“If you were, we would be having a very different conversation.” A glance at the clock shows Peggy she has ten minutes left before her next meeting. It was time to bring things to a close. “The way I see it, Agent Fury, this is an opportunity. Unlike your colleagues who are set in their ways, you can train whatever the hell it is you find so annoying out of these kids. Turn them into the kind of agents you can work with, the kind you think SHIELD deserves. Maybe have some fun proving those official complaints wrong.”

Fury cocks a sceptical eyebrow at her. 

Peggy smiles because Fury's lack of arguments is telling. “Now, if that's all. SHIELD thanks you for the generous donation of your time,” she says.

Taking it as the dismissal she intended, Fury stands up. Being Fury, he can't bear not to have the last word, so he says, smirking, “Most promising agent, eh?”

“Get the hell out before I demote you to Academy instructor.”

+

The day Fury brings Melinda May in, Peggy contemplates retiring there and then. The rest of her tenure as Director won't be worth it when Gwendolynne finds out Fury stole her daughter right out from under the her, and the CIA's, nose. 

"I won't ask if you're insane, I have a feeling I won't like the answer. Do you have any idea who she is?" Peggy demands. 

"Melinda May," Fury says, like he's not putting what is a very cordial interdepartmental relationship at risk with this stunt. In fact, he's smiling. It reminds Peggy of a cat who had brought a dead mouse to his owner's feet and is busy congratulating himself. 

She slides her fingers under her glasses and pinches her nose. "If you know that then you know who her mother is."

"People are more than the sum of their parentage," Fury says in that obstinate tone of voice Peggy hates. Mostly because he sounds just like her.

Her fingers move up to rub at that one spot between her eyebrows and she counts to thirty. "Next you'll be bringing Tony Stark in." She looks up just in time to catch Fury's contemplative stare. "That was not a suggestion. Howard is not to be given any reason to come near my organisation." 

Fury quirks an eyebrow at her. "Thought you two were old friends." 

"Yes, and that is why I'm intimately aware of how irritating that man can be." 

Very intimate. Thank Christ, Peggy had quickly realised that Howard Stark is a complete mess of arrogance and intelligence, and the further away he stayed from SHIELD's command structure the better. 

His son is an entirely different matter. Give him a decade or so and Peggy might go knocking on the Starks' door herself, despite what she had just told Fury. From what little Peggy remembers of the boy he had his father's brain and his mother's cool head in a crisis. Most five year old children would have burst out crying when confronted with a burning robot; Tony Stark had fetched the fire extinguisher and sprayed it down. Then promptly built a robot that would do the job for him the next time. The R&D department could use a man like that.

But Tony Stark is not the issue here. 

"Ma'am, she approached me first," Fury says. At least he has enough of a survival instinct to sound conciliatory. It's a complete lie, of course, but Peggy appreciates the sentiment. 

" _She_ approached _you_ ," Peggy echoes. As far as she's aware, Melinda May, all of eighteen and hot-headed to a degree that would've made Dum-Dum Dugan proud, has never shown an interest in espionage. Of course, Gwendolynne is adamant that sooner or later Melinda will follow in her footsteps and join the CIA but Peggy knows how easy it can be to fool yourself when it comes to family. 

Fury shrugs, easy as anything. "I dropped by to talk to Morita, get some advice on Madripoor and she was there. Got hold of me just before I left. Said she was interested in applying." 

"We don't recruit out of highschool," Peggy points out. "For that matter, you can't _apply_ to join. It's the other way around."

"Been meaning to talk to you about that," Fury says promptly, producing a stack of papers seemingly out of thin air. 

There are days Peggy wishes she had left Fury to rot in the cell she found him in. 

She sits back, laces her fingers together on the desk and eyes the stack with perfectly justified suspicion. "I recall how much you hated the baby agents. And how eager you were to never have to mentor anyone again. You wrote a twenty page complaint about it. I can have it brought up here if you want the reminder." 

"Yeah because most of them couldn't find their ass with a map and a compass. Saw her shoot a deer from sixty-five meter, one hit kill." 

It would figure that the way to Fury's metaphorical heart would be with a gun. 

Peggy sighs and reaches across to pick up the top few pieces of paper. She gives them a quick glance over as she waves for Fury to keep going. "All right, I am not an unreasonable woman. Convince me.”

Fury does.

Exactly one week later, another file ends up on her desk. Coulson, Phillip. Aged sixteen and recently expelled from his third school in as many months. Interestingly, every standardised tests he's ever taken puts him squarely at sixty-two percent, no more and no less. 

Peggy signs off on the file, then assigns Fury to three weeks training duty at the academy. No good deed should go unpunished. 

+

Alexander Pierce is a dick. 

It's not the first time Peggy has thought this and she knows with bone-deep certainty that it won't be the last. She'd like to know just how many arses he had to kiss to land the job of SHIELD liaison, and how many people she'd have to neutralise to get the decision reversed. Hate is a very strong word, but that's exactly how she feels about him and glib manner of talking. She hates that she needs to please him to get the World Security Council to even listen to her. She hates that someone like him has that much power over her organisation. 

"Thank you for your kind concerns, Under-Secretary Pierce, but I've recovered quite well from my illness. I do not require further leave." Peggy smiles and smiles and smiles because the only other option is to shoot Pierce in his smug face. 

Peggy's mother, bless her soul, used to say that obstacles in life were God's way of testing you. She also liked to say that God never gave you more than you could handle. In which case either God had a spectacularly high esteem for Peggy's patience or she was on his naughty list. And if it's the latter it's probably because of that clusterfuck in Budapest last year. 

"I'm only worried that the stress of coming back to work so soon might be more than your body can handle. We all worry, Peggy, you're not a young woman anymore, you know," Pierce says. Then, as if the words and the use of her first name isn't insult enough, he has the nerve to lean over and pat her hand. 

Peggy would rather deal with HYDRA than Pierce. At least she can order HYDRA agents be thrown off a cliff. 

"And as I said, Alex, thank you but I will be fine. Now, if we could please focus on the actual purpose of this meeting, I would appreciate it." 

"Of course," Pierce says and finally looks at the paper she handed him twenty minutes ago. "Establishing another SHIELD facility, eh? What's this one going to be called?"

"The Treehouse." 

Pierce looks up from the project plans, grinning in that affably charming way he has. In spite of how she feels about him, Peggy can see why so many people might find him attractive with his bespoke navy blue suit, Italian leather shoes and slicked back hair. He is the very picture of a retired American hero still serving his country in whatever way that he can. 

“Appropriate. Why Colombia though?” 

Peggy takes a deep breath and starts explaining. Pierce has objections, of course—it'll be a cold day in Hell when he didn't—but she had nothing else to focus on but this project for the past three months. She dreams about it some nights. 

Eventually, Pierce runs out of questions and he tosses the file on the desk. "I should have known better than to underestimate you, Peggy. There's a council meeting next month, I'll bring it to them then. In the meantime I hope you won't mind if I go scout the area. Just to make sure it's all up to scratch and that we're not stepping on the Colombian government's toes.”

It's not an out and out 'yes' but Pierce wouldn't commit himself to a trip to South America unless the decision was leaning that way already. Peggy hides her smile under the cover of putting away the file. "I shouldn't think there'd be problems at that end. I've asked my best agent to look into it, and they like him down there. I'm sure he wouldn't mind showing you around.” 

That was as big a lie as Peggy has ever told, but Fury would grit his teeth and do it anyway. He knew how important it was to have the United States government on their side. 

"Best agent? That's high praise coming from you," Pierce says, eyebrows rising. "Is there a name to go along with the excellent recommendation?"

“Deputy Chief Fury.”

Pierce's eyes narrow, and his fingers tap out a slow rhythm on the chair's arm. “The Madripoor incident. That was him, wasn't it?”

“He was responsible for its quiet resolution, yes,” Peggy says. She hopes she doesn't sound too smug, but if she does she can hardly help it. He exceeds every expectation she had and then some, and retirement might be a long way off but it's never too early to start looking for replacements. Fury is only deputy chief for now, but another year or two and he could drop the 'deputy' part. After that, Peggy thinks Section Chief Fury sounds fantastic. Plan two moves and ten years ahead, and keep your cards close to your chest, that's how you play the game. 

Pierce's smile is kind and knowing. “Sounds like a man after my own heart. I look forward to meeting him.”

Decades later she will look back on this and wonder if this is the first mistake she made. 

(But of course it's not, her first mistake is letting Arnim Zola in). 

+

The day had started out with the clearest blue skies the city had ever seen and a crisp coldness to the air that reminds Peggy of home. It was meant to be an easy, quiet outdoor event celebrating the birth of SHIELD. Peggy had been pleased by the thought of mingling with what's left of the old SSR and the Howling Commandos, reminiscing over the good old days. Instead, she's crouched behind a table with three trainee agents wishing she'd brought her damn gun after all.

"Do we have a count?" one of the trainees yells into her earpieces. Peggy knows her as Probationary Agent Hand with the mediocre scores in marksmanship that are more than made up for by her outstanding scores in strategic planning. At some point in the initial engagement she's sustained a graze to her head, and her hair is matted with blood, almost camouflaging the dyed red streaks. 

"I saw twelve," the other trainee says. Melinda May. And crouched beside her is Phil Coulson. May had been the one to flip the table for cover while Coulson dragged Peggy to safety. There are worse places to be stuck in a gunfight than behind a table with three of Fury's favourite baby agents. 

"Hand me your backup," Peggy orders holding her hand out between May and Coulson. 

"Uh, ma'am?" Coulson says as May obeys silently. 

"Which of you three have the highest close combat score?" Peggy asks. She checks the gun over, checks the magazine and looks up.

Hand and Coulson both point at May, whose smirk is just like her mother's the same way the glint of cold calculation in her eyes is just like her stepfather's. Gwendolynne and Jim still haven't forgiven Peggy for poaching their daughter. 

Peggy's smile feels tight on her face and she slides on the mantle of Agent Carter with ease. It might be twenty odd years since she's had to fight for her life but as Private Lorraine would say, just like riding a bike. "All right then. Coulson, you and I will be providing cover. May and Hand, make your way to General Falsworth and Mr Stark, and deliver them to Agent Fury. If I recall, Mr Stark should be at our three o'clock and General Falsworth at our eight."

If this goes sideways, and it's Peggy's job to always plan for the worst, the loss of Falsworth and Stark would have the most impact. Falsworth because England would have conniptions at the death of one of their heroes and she had been hoping it would be at least another six months before the next international incident, and Stark for obvious reasons. 

"Yes, ma'am," Coulson says. It sounds automatic but that he can reply at all while being shot at is a good sign. Peggy reaches out, squeezing his shoulder once and receives a smile for her trouble--it's tight at the edges but he gets points for trying. 

Hand echoes him with fury lighting up her eyes. There's a slight tremble in her gun hand but when she notices Peggy looking, her grip tightens until the tremor is gone. "I'll take Falsworth," Hand tells May. 

Out of the three, May is the calmest, which is a stark contrast from what Peggy's read in her quarterly assessments. They call her easily distracted and flighty, prone to treating everything like a joke. Jim Morita had been the same way out of battle, too. And Dernier. And Bucky. In fact, that went true for every single one of the Howling Commandos, even Steve, which might explain Peggy's fondness for irreverent subordinates. 

"Guess I get Stark then. Drinks after?" May says. 

Peggy thinks she hears Hand mutter, 'I'm not dragging your drunk ass out this time.'

Peggy hopes they get out of this alive, she'd like the chance to really put these trainees through the wringer and see what comes of it. She pivots on her knee, ignoring the sharp twinge that shoots up her left leg and waits for a break in the hail of bullets. They have to reload sooner or later. "On my mark. One. Two. Mark."

Everything after that is a blur of heat and noise, and it's the war all over again. Chaos and smoke everywhere, and the sound of gunfire upsetting her equilibrium until she almost can't tell up from down. 

When it's all over and they're carrying away their dead and those of the enemy's, Peggy sits down on a chair well away from the flashing lights of the ambulances and the chatter of the soldiers. Flashbacks are rare these days, she doesn't trigger easily, but the twilight dim with the smell of fire and blood thick in the air, she remembers. She remembers sirens and screams, scrubbing dirt and blood and smoke out from underneath her fingernails, and thinking the war would never end. 

Fury finds her eventually. He picks up a fallen chair and sets it down beside her. He holds his left arm close to his side and he's limping, but he's also breathing and moving so he's doing a sight better than most people. 

"Who did we lose?" Peggy asks. 

"I'll have the list on your desk by tomorrow." 

Peggy nods. She'll look it up later tonight. More importantly, "Was it HYDRA?" 

The microsecond of hesitation is enough of an answer. "Nothing's been confirmed. Stark took a look at their armor before he left, said it looks a hell of a lot like Stark tech. Their guns too. And I checked in with our friends across the ocean. They stridently deny having a leak, and I'm inclined to believe them." 

Peggy nods again. Swallows. Doesn't close her eyes even though she wishes she could. "If you're right, then we have a very large problem on our hands." 

Stark Industries has a leak. Worse, Peggy has a leak. She's been suspecting it for a while now; too many missions gone wrong in all the wrong ways, too many informants dying on US and foreign soil, too many failed dead drops. Suspecting is entirely different than knowing, however, and the knowledge that she has a traitor in her organisation burns bitter. 

They had timed it perfectly, too. She will be turning sixty-six this year and the WSC will have her head on a spike if she refuses to step down again. Everyone knows an agency is at its weakest at the time of a regime change. They'll expect her successor to be naive and green under the belt, they'll expect her successor to make mistakes. 

She still has a year left, though. One year where she can make a difference. One year and an ace up her sleeve. 

Peggy takes a bracing breath of cold air and nods, decision made. "I think it's about time my house had a bit of a spring cleaning." 

"Ma'am," Fury says. 

"Who do you trust, Agent Fury?"

"You, Pierce, Fontaine, and Nagayoshi." Fury's answer is prompt and pride wells up in Peggy at the proof that he's thought about this before. Fury's come a long way since he was a soldier on the edge of a court martial, prepared to sacrifice his career on the altar of protocols. 

Peggy considers those names and quickly discard Pierce and Nagayoshi. She still hasn't warmed up to Pierce over the years and Nagayoshi is deep undercover at the moment. "You can read Fontaine in."

"Yes, ma'am." Fury stands up, tucking his chair under a bullet ridden half-table as though it matters at this point. 

“By the way, your probationary agents,” Peggy says, stopping Fury in his tracks. He turns around, eyebrows raised, and Peggy looks past him to where Coulson is bullying May into letting the medical officers look at her arm. “They did well. You should be proud of them.”

"I'll tell 'em that,” Fury says slowly. “You might want to be careful though. Hand and Coulson already have a bit of a crush on you." 

Peggy turns, startled, and damn the man: he's grinning. 

\+ 

Ten days later a flyer for the Director Margaret Carter Fanclub arrives on her desk. Someone has also kindly pinned one to every noticeboard in the Triskelion. 

On a completely unrelated note, Assistant Director Nicholas Fury is made SHIELD liaison to the CIA for a month. His counterpart is one Gwendolynne May. 

+

Peggy is no stranger to failure. At the drop of a hat she can name every men and women whose deaths she had been responsible for. Most of them deserved it, some hadn't. Every letter of every name is etched into her brain, and she could live to be a hundred and never forget them. 

Then there are those whose names haunt her every single day. There is Erskine, whom she had promised safety and a new life. Erskine, who had died in front of her very eyes. 

There is Steve Rogers, who will never meet her for that date at the Stork Club. Who had died with her voice in his ears, the only comfort she could give him. 

She had been lucky to go forty years without adding a new name to that special list but all good things must come to an end. 

There is now Maria Stark, nee Carbonell, once a close friend and ally. She had died while Peggy slept, secure in the knowledge that she had weeded out every trace of HYDRA from Stark Industries and SHIELD. Stupid, stupid woman, forgetting that the scorpion would have one last sting left in its tail. 

The funeral is a lovely affair with more than two hundred people filling the church to the very brim, and another hundred huddled outside. There is somber music and an even more somber, adoring eulogy delivered by Obadiah Stane. And not one person weeps.

As everyone stands to leave after the service, Fury touches her elbow and murmurs, "You have a ten o'clock meeting, ma'am. We should leave."

These days, Fury accompanies her everywhere, an entirely unsubtle mark of favour. She sees no reason to try and hide who her successor will be. Let the World Security Council play their little games, let them try pushing her towards their favourites. She made her choice in that jail cell in Paraguay. 

"Just a moment," Peggy says, remaining seated. 

It doesn't take long for people to leave: it's the middle of winter and even with the heating turned up the large, the large open church is an unwelcoming place. When the last straggler walks through the door, Peggy stands up and approaches the front. 

Obadiah Stane meets her half way but it's not him she's interested in. Fury intercepts Stane with a half-growled, terse condolence as Peggy slips right by. No one thinks her much of a threat these days. 

The boy is slouched in the front pew, legs extended and crossed at the ankles. He's wearing a pair of sunglasses and appears to be asleep. Peggy smiles at Edwin Jarvis, who smiles back. He used to be one of hers before Maria had asked for a favour. 

She sits down beside Anthony Stark and says, "Hello, Anthony. I'm--"

"I know who you are," Anthony says, knives and broken glass in his voice. "Peggy Carter. You're my father's friend. You worked with him back in the war. You shot Captain America. You were his sweetheart. Blah blah blah."

It's not the first time she's had Steve thrown in her face like that and it won't be the last, and this boy's grief-fueled anger won't hurt her. 

"I was about to say I knew your mother," Peggy says mildly. 

Anthony's sneer wobbles, then returns as disdainful as ever. Somehow, it surprises her that Howard and Maria have raised a child who holds such antipathy for them, but it shouldn't have. Howard had always loved his creations to the exclusion of everything else and Maria had no patience for anyone's weakness, unfortunate when children were nothing but a mishmash of weaknesses. 

"Your mother and I, we had our differences but she was also a good friend to me and I wanted to offer you my help if you needed it. Now, or in the future," she says, and doesn't take offence when Anthony looks sceptical. 

"Yeah, thanks." 

He doesn't believe her and who could blame him? Leader of an international spy agency she does not resemble. She has equal amount of wrinkles and grey hair, and looking at her no one would consider that she has two guns, three knives and a garrote hidden on her body. Anthony Stark's opinion of her doesn't bother her. She only hopes he remembers this, because she can see so much heartache in the future for him. Knows it as sure as she knows a war is coming. Not the kind that she fought in, where the whole world watched it happen. This is a war of attrition, a war carried out in the dark, a festering, oozing infection that kills slowly and painfully. And this boy, through no fault of his own, has no choice but to be a key player. 

"That was all. Thank you for your time," Peggy says, nodding at Anthony and catching Jarvis' eye in the process. 

She gets no more than two steps away before Anthony stops her with, "What, you're not gonna say how sorry you are for my loss?" 

Peggy turns around, and sees a boy trying to armour himself with false bravado in lieu of actual strength. "I know better than to think words will make up for a parent's absence." 

Anthony can't miss the pity in her voice, but instead of striking out as she expects he adjusts his sunglasses and smiles like he's swallowing glass. "You'd be the first one," he says.

Fury is a silent shadow from church to the Triskelion and it's only when they're in the safety of her office he says, “Always knew you were close to the them but guess I had the wrong Stark pegged as your friend.” 

Peggy digs out a bottle of Macallan and two glasses from the bottom drawer of her desk. She holds the glasses out in a silent question. Fury takes one of the glasses and throws his hat onto the desk. Peggy pours out two finger's worth of whiskey each, then she settles down in her own chair, kicking off her shoes in the process.

The whiskey is the expensive kind; a little sweet and smooth all the way down. She acquired a taste for it during the war, though she had never developed a tolerance and dependence the way some soldiers had. She hated the idea of anything having that much control over her. Maria hadn't been like that at all; she liked losing control but, ”only a little, darling." Then she would shoved another glass of some godawful concoction in Peggy's hand and lead her to a captivated gaggle of soldiers. Maria Carbonell was generous and she was loud and she was impatient and she was vivacious in a way Peggy admired. 

“It's probably better to say we used to be friends. I hadn't spoken to her in...” Peggy rests her glass on her bottom lip, counting the years. “More than thirty years.” 

Fury wants to ask, she can tell. Peggy calmly sips her drink and waits. A fifth of the rum is gone by the time Fury breaks. “How did you know her?”

“Oh. You know how it goes. There were so few women in the military, and even fewer on the front line. So.” Peggy waves her glass, indicating things like 'necessity' and 'protection' and 'us against them'. Fury nods and Peggy doesn't doubt that he knows exactly what she means. American politics is still a white man's game, after all. 

“We talking SSR or plain old Army?” Fury asks. 

“SSR, of course. Maria was never plain old anything. In fact, she was one of our best sharpshooters.” 

It was a shame that for most of the Red Skull debacle Maria had been in the North African Theatre. It would have been lovely to see Maria and James go head to head, shot for shot. Maybe if Maria had been there events might not have transpired as they did. Peggy firmly quashes that thought as quickly as it had appeared. That kind of thinking can drive a woman insane. 

“Anyhow, she eventually joined SHIELD and made something of a reputation for herself. She always got the job done and there were no surprises that she couldn't handle. She was also a cocky, reckless little shit.” Peggy smiles humourlessly. “It's a hard thing to watch a good friend nearly die on your orders. Even harder to send her back out after.” 

Fury studies her and Peggy can almost see the cogwheels turning. “You benched her,” he says, voice lilting up towards the end, very nearly a question. 

Peggy acknowledges the words with a tip of her glass. “As you might imagine, she did not take it well. Words were had and she left. The nail in the coffin was when I made sure every other agency's doors were closed to her. She eventually married Howard, and well, here we are.” 

“You ever regret it?” Fury asks, reaching across the desk for more whiskey. Peggy's not sure if he's asking for her sake or his own. 

Peggy pushes the bottle across. “She lived a longer life than she might have if she'd stayed. She had a family she loved. I won't ever regret playing a part in that. In point of fact, regret is an utterly useless emotion and you should do away with it as soon as possible.”

“Uh huh,” Fury says, one eyebrow arched. “You know, most people would say that's not how you treat a friend.” 

Peggy gasps theatrically and touches a finger to her lips. “What a filthy lie. If you ever have the opportunity to make sure your friends will never die alone and in some mobster's drug den, you take it. Alternatively, don't have friends in the business.”

“I'll take that under advisement,” says Fury. He holds up the bottle, now half empty. “More?” 

Peggy looks down at her glass, the memory of her last conversation with Maria still playing through her head and says, “More.” 

\- 

There aren't many people who remember that she was married once, that she had a husband who thought the world of her, that she had given birth to two beautiful twins. She is Director Carter to a great many people and Peggy to a few, but only a handful of people know her as Peggy Jones, devoted wife and loving mother. In her more cynical moments Peggy thinks about getting that engraved on her headstone as one last grand joke. Then there are mornings, trapped in that halfway state between dream and reality, when she wonders if she made them up. 

No one at SHIELD knows about her family. She doesn't want to face the questions it would raise if that piece of news came to light. She also doesn't need her plethora of enemies deciding to use her family against her. If a level eleven clearance existed this is the kind of secret it would protect. 

So Peggy isn't sure why when Fury asked on her second last day as Director, "And what're you going to do now?" she answers with: 

"I thought I'd go visit my daughter." Her son doesn't speak to her anymore. 

They're in her office, at the end of a very long week that involved far too much drama and explosion for Peggy's taste. A well carried out mission shouldn't ever become international news in her opinion. The World Security Council would probably have demanded her head on a silver platter if she hadn't been so close to retirement. 

Fury is slouched in the visitor's chair, feet crossed on her desk, close enough to the penholder that he's one violent twitch away from knocking it over. He has bags under his eyes to rival the ones under hers and he's thrown his eyepatch away somewhere stating that it was starting to piss him off. She knows exactly how he feels. After thirty hours of adrenaline her glasses were starting to give her a headache and they are now hidden under a pile of paperwork. 

Fury doesn't look surprised by her answer, but he takes a sharp breath and his hand twitches around the tumbler of whiskey. From someone like him it may as well be a scream. "Don't think I've met her before," he says. 

Peggy sends him a fond look and says, "Let's not play this game, Fury." 

"Fine," Fury says, and amends it to, "I didn't know you had a family." 

"Married, divorced and loving but distant mother. The world's best kept secret, if I do say so myself.”

"What's she do?" 

A small part of Peggy is sure he's asking because he thinks its the polite thing. But, hell, he's probably curious, too. Not like she'd ever let him see anything of her private life before. Well, luck him, just this once Peggy is feeling generous, and drunk, enough to indulge him.

"She is a professor of history at Oxford, with a doctorate in modern warfare. Smart girl. Her sons are in the air force." Stephanie had always been the more intellectual one of the twins. James preferred to learn through mistakes, get his hands dirty. 

Fury doesn't say anything to that at first. He tops up Peggy's glass then his own, sits back, takes a long drink. 

Peggy waits him out. 

"I used to be married," Fury says when the clock ticks over to midnight. "Air force nurse. Career minded and never gave a shit that I was too. Then Paraguay happened, then this--" he waves a hand to indicate the Triskelion. "--Happened and she made the smart choice to get out before it was too late."

"April. Nineteen seventy-one," Peggy says. "Thirteenth?"

"Tenth," Fury corrects, then adds, "You knew?" 

"You barged into my office and demanded a long mission as far away from here as I could make it. I gathered there was something wrong." It's not quite the whole truth but Peggy doesn't think he'd appreciate the answer in its entirety. She had recognised in his face the same resignation she had seen on her own when she realised her marriage was never going to work. Not if her work was going to come first. 

"First thought I had? Least there weren't any kids to add more complications," Fury says, not quite looking at her.

Peggy's her gaze dropping to her lap where she has her pocket watch open. It's the last photo she has of her family before the marriage started falling apart. She can't even remember where it was taken—some mountain cabin in some country. She does remember Stephanie breaking her arm trying to jump from tree to tree and having to leave her crying in her father's arms at the hospital because some idiot had taken a nuclear powerplant hostage. 

"Maybe,” Peggy concedes, smiling wryly. “But I can't say I regret their existence." 

"What's her name?" 

"Stephanie. And her twin is James." 

Fury gives her a look over the top of his glass and Peggy shrugs, smiling when he shakes his head. "Ma'am, not for nothing but I think I might know why you got divorced," he says.

Peggy laughs, throwing her head back. God, if only. "Life is very rarely that simply explained, Fury.” She raises her glass. “Here's to lost chances and lost loves." 

"Here's to the life sucking void that is the Strategic Homeland Intervention, Enforcement and Logistics Division." Fury tilts his head, a thoughtful expression coming over him. "Huh. Just how long did it take you to come up with that one, by the way?"

Peggy makes a face into her drink. "It wasn't me," she defends. 

"You really expect me to believe that?" 

Fury needn't look so sceptical. Peggy scowls at him and snaps, "Yes. It was bloody Stark's fault, if you must know." 

Fury's eyebrows rise. 

"It was in the very early days. Stark wanted a name that would mean something. Dernier and Gabe, drunk bastards, rustled up the rest of the Howling Commandos and a few bottles of scotch later we had that." Peggy waves a hand at the letters on the wall of her office. 

"I like it," Fury says, after a moment of contemplation. 

Peggy throws him an exasperated glare. "Of course you would." 

Coulson isn't the only Captain America fanboy in SHIELD. 

"Y'know, I have the second largest Captain American trading card collection in the Triskelion," Fury says, completely unrepentant. 

"Shocking," Peggy says, drier than the gin in her glass. 

Fury grins at her, and Peggy knows she's not imagining the malicious edge to it. "No need to be jealous, ma'am, you've got some fans of your own. Coulson, for example, has a scrapbook of every newspaper article with any mention of you in it." 

"I changed my mind," Peggy says sourly, "I'm making Hand director." 

"She made some contribution of her own to the book," Fury says with joyful abandon. 

“Or maybe May, girl's got a mean right hook,” Peggy contemplates.


	2. Chapter 2

Retirement is exactly as Peggy had predicted: mind-numbingly boring and extremely trying. She moves out from her New York apartment that she kept as Director to a little one bedroom house out in the suburbs, with SHIELD agents living on either side. She is immediately invited to join a local church group and flooded with welcoming casseroles and a frankly insane amount of tea. At this point, Peggy's drunk so much American tea she's starting to hate even hearing the word. 

It's not all bad; she hasn't had a death threat cross her desk for months now and there's something cathartic about being able to laugh at Fury's weekly calls to complain about the job. She calls her daughter and although the initial phone call is mired in blame and guilt, Stephanie invites her to visit for Easter next year. She's still not sure she'll go but it's nice to know that not all doors from that part of her life has been shut in her face. 

It's not all bad, except for when it is. Except for when she reads about the latest tragedy in the news and wonders if maybe. If she had stayed, could she have made a difference? 

Members of the intelligence community still visit her, from Gwendolynne May (finally having forgiven Peggy though not her daughter) to Mary Lorraine (retired herself but still running rings around the new generation of journalists) to Dum Dum Dugan (now proud grandfather of more than thirty little brats). She's not lonely by any stretch of the imagination. 

Still, her favourite visitor is Fury. He always brings her the best kinds of puzzles to solve. 

"What the fuck am I supposed to with a teenaged carnie trickshot?" is the first thing Fury says to her that visit. 

Peggy was Director for thirty years and she had the dubious honor of being Alexander Pierce's colleague, nothing much fazes her. "Sadly, the days of taking people outside and having them shot is over," she replies, smiling when Fury glares at her. 

It's so nice to be on this side of snarky peanut gallery comments. 

"I send Coulson out on a perfectly normal assignment and he brings back some kid who looks like he's one stiff breeze away from a--" Fury mimes strangling the air. Peggy has never seen him so lost for word before. 

"I ask him if he's insane," Fury continues, "And you know what he said? _He followed me home, sir, can I keep him_. He'll be lucky if I let him keep his badge after this." 

Peggy hides a smile in her coffee cup, then remembers that she is retired now and there have been more than a handful of moments when Fury had been a pain in her backside. She puts down the coffee cup so Fury can see her grin and says, "I seem to recall a similar conversation I had with a certain young agent about twenty years ago."

Fury glowers but doesn't deny it. "He's fourteen and got a record longer than my forearm. He's got issues with authority and boundaries and he's about as social as a shaved cat. He's also plenty deadly with a bow and a knife, and willing to use it." 

Peggy tastes her tea then adds a spoonful of sugar. "Sounds like he's perfect for SHIELD then," she says as she busies herself with stirring. 

"Fourteen," Fury reminds her.

Putting down her spoon, Peggy regards Fury with a patience garnered from years of dealing with the World Security Council. "Would you like my advice?" 

Fury rolls his eye, flinging his hand at her in lieu of a verbal reply. 

"All right, I think a boy like that could do with a home, even if that home is a shady government organisation. Technically the Specialist Academy is for people over the age of eighteen, but exceptions have been made before. Put him there, let them teach him limits and boundaries, show him he's worth something, give him a goal. Treat him like he matters because SHIELD was and always will be about every single person making a difference, even some fourteen year old child forced to grow up too fast." 

Fury is silent for a breath and a half. "Damn, I should make you do the welcome speech." 

"Drink your bloody tea," Peggy says primly.

The rest of the visit goes about as smoothly as can be expected, right up until Fury says, "You ever gonna tell me about that doctor's visit last week?"

"It would have been nice to maintain the illusion of privacy," Peggy says pointedly. Her hand curls around her cup in a white-knuckled grip and she drinks to hide whatever expression might be on her face.

They think it's a dementia of sorts. It's the best guess they have for what's wrong with her. SHIELD specialists think it might be from her exposure to the Tesseract or maybe from exposure to other chemicals during her years with SHIELD. Peggy isn't interested in finding the cause, she just wants to know how to stop it. Unfortunately, all the second, third and fourth opinions she can get are less than optimistic. 

What it comes down to is that even the slightest illness is enough to knock her brain about. When she's well and healthy, her mind remains as sharp as ever, but a mild flu could have her thinking she's back in the 1940s. That makes her a liability. She has far too many secrets in her head to let SHIELD allow her to live her life as she wants. 

Fury looks marginally guilty at being caught out, if she didn't know him so well and if she hadn't been watching so closely she might have missed the telltale signs. He tries to justify it with, "If you wanted that you shouldn't have join SHIELD in the first place."

It's a valid argument--Lord knows she's poked her nose into more than her fair share of other people's lives--but Peggy isn't in a particularly reasonable mood right now. She smiles thinly and puts down the cup with a crisp 'clink.' "I may just be a civilian these days but tread lightly, Director, and stay the hell out of my business. "

Fury nods and pretends he gives a flying fuck about her privacy. She returns the nod and pretends she doesn't know he's seen her files and scan reports already. 

+

Any SHIELD agent knows that for every fifty beautifully executed operation, there is inevitably one that ends in a plethora of new and exciting nightmares. It's the basic law of odds; no matter how good you are, how well you prepare, you will fuck up one day. If you're lucky, you'll get away with all of your subordinates alive and relatively intact. 

Fury hadn't been lucky. 

This won't be the first time Fury has lost soldiers under his command but it will be the first time the fault belongs entirely to him. There was no questionable intel, no faulty equipment, no pure bad luck, no unforeseen circumstances to explain this away. Fury had made a bad call and now three agents are dead and one is in a coma. 

Peggy hears about it not from the man himself, but Gwendolynne May, who was gloating a little through the entire conversation because inter-agency rivalry will never go away. regardless of the years. By the time Fury emerges from the bowels of the Triskelion and finds Peggy while she's babysitting her grand-nieces, she already knows everything. 

It's not often that Peggy is allowed to have the children for the whole weekend. They're still quite young and her nephew worries that they'll bother her in her twilight years. This weekend, however, he's at a conference in Maryland and something had happened to their usual babysitter. So for once Peggy can enjoy playing dotting auntie and spoil them for days. 

There is something calming about being surrounded by children with more energy than sense. Compared to making history changing decisions, choosing either park or beach to visit is completely stress free, even when one child inevitably decides they don't want to be there and will be inconsolable for the first few minutes. 

That day, the children had decided they wanted to play in the park. So Peggy had packed up a picnic, fed them all until not a crumb was left, and then she unleashed them on the playground. She told them not to go running beyond the boundaries of the playground, but even if they disobeyed her it wouldn't have mattered. There were SHIELD agents all around the area. 

One of those SHIELD agents approached her about thirty minutes after the children started playing to let her know Director Fury would like to speak to her. 

“I suppose you just happen to be in the area,” Peggy greets Fury. She clears the clutter on the bench—picnic basket, a pile of scarves and a small jacket—and lets Fury decide if he wants to take up the invitation or not. 

Fury leans against the bench with his hip, his eye directed up at the clear blue sky. He doesn't look like a man who is questioning every decision he has ever made but the Director of SHIELD isn't allowed to show weaknesses. “Suppose I did,” he says. “It's a nice day to be out.”

So it's going to be like that. Peggy half-turns toward Fury, one eye on the children screaming their throats raw. It isn't that she doesn't trust the SHIELD agents—although if she's being honest, she doesn't—but they tend to underestimate her grandnieces and nephews. “If we're going to be listing the obvious, then the sun also rose in the east again today.” 

A telling moment of silence then, “I heard it might rain tonight,” Fury says in a strangled, determined tone of voice. 

Peggy takes a brief moment, barely a breath, to look askance at Fury. “Are we really doing this, Fury? Weather talk?” 

“I'm trying to easy my way into the conversation,” Fury retorts. Annoyance is a better look on him than defeat, Peggy decides. It gives him those sharp edges that suit him so well. 

“Consider it sufficiently eased,” says Peggy and earns herself a suspicious side-glance, like Fury isn't sure how to respond. Or maybe like he's wondering if she's mocking him. You would think he might have learned by now that she can be serious and mocking at the same time. 

Fury evidently decides to take her words at face value and he straightens that little bit further, clasping his hands behind his back. It's the most formal he has ever been in her presence and without much effort on her part Peggy can see his struggle to meet her eyes. “I fucked up.”

“Yes, that does tend to happen to the best of us,” Peggy says. “Apparently we're all only human. It's a dreadful condition. I should hope someone is looking into curing us of that.”

She can practically hear Fury's teeth grinding. “Peggy,” Fury says and he seems unclear on what he's trying to say with that one word—there's traces of exasperation with equal parts anger and confusion mixed in. 

“Feel free to laugh,” Peggy offers, “I thought I was rather funny.” 

“I'm sorry,” Fury says, falling back onto sarcasm as he usually does when he's at a loss. “I seem to have misplaced my sense of humour somewhere.” 

“Most important thing to have in this job, Fury, a sense of humour. It'll get you through almost anything.”

“Oh, I don't know, a good gun and a good leader will also do that.” A blind man might have taken Fury's tone of voice for lighthearted and jovial. 

“And do you think you're a good leader, Director Fury?” A part of Peggy enjoys Fury's answering wince. 

Fury, of course, plays coy. “I think that would depend on who you ask.” 

“It's too bad then that I'm asking _you_.” 

“If--” is all Fury gets out before Peggy stops him with a raised hand. A moment later, Sharon is flopping all over Peggy's lap, ruddy-faced and panting, grinning up at her. Peggy brushes Sharon's fine, blonde hair back and offers her a bottle of water that she accepts with greedy hands. As Sharon drinks, Peggy continues running fingers through her hair and adjusts her scarf. Children are like agents, Peggy finds, it's often best to wait them out. 

“I won, Auntie Peg,” Sharon says proudly.

Won what or how, Peggy isn't entirely sure. The children's game had started out as simple tag but evolved to include screaming, “Pirate Bay!” and standing still when punched. Even to her it seemed unnecessarily complicated and violent.

“Very good, darling,” Peggy says, rewarding her with a slice of apple. 

Sharon accepts the fruit without looking, her gaze fixed on Fury, who is looking back with an equally bemused expression. “Are you a pirate?” Sharon asks after a long contemplative silence.

“Sometimes,” Fury says. Good Lord, he sounds uncomfortable. “Most of the times I'm an agent.”

To which Sharon nods gravely and replies, “I'm a pirate too. But I want to be an agent when I grow up. Like Aunt Peggy.”

This gets a flicker of a grin out of Fury. “Not many agents are like your Aunt Peggy.” 

“Yes, so I'm going to be my own kind. Daddy says there's no point in copying, you have to always be yourself.” With the short attention span of most children, Sharon then turns to Peggy and says, “I'm gonna go win more. Bye, Mister Pirate.” 

Fury looks down at Peggy and says, “If she's anything like you she will be terrifying when she grows up.” 

“Oh, absolutely,” Peggy agrees, “And when she becomes a SHIELD agent in so many years she's going to be _your_ terrifying problem. Look forward to it.” 

“Peggy,” Fury starts, no doubt about to go on some self-recriminating rant about how he won't be Director of anything in twenty years time. Peggy feels an overwhelming sense of sympathy for him, but she didn't spend two and a bit decades grooming him for the position only to have him slink away at the first sign of trouble. 

“We all have bad missions, Director,” Peggy interrupts in as mild a voice as she can make it. “Someday I'll even tell you about Singapore. Do you really think you could get away your whole career without making one bad call? We are human and we make mistakes. The difference between us and a plumber is that our fuck ups results in a lot more deaths.”

“I was training to be a plumber before joining the Army,” Fury says. 

Peggy pats his hand. “I know. Now, you have two choices. You can feel sorry for yourself and spend the next few decades questioning every decision you make while you dive into the bottom of a bottle and never come back out. Or, you spend a few days going over that operation, learn from your mistake, and dust yourself off. Do you know what made me a good Director, Fury?”

“Your ability to sympathise and empathise with your underlings and colleagues?” Fury offers.

Smartarse. 

“I'm just arrogant enough to think I'm the only one who can protect the world and humble enough to know I'm going to need some damn good help. Why do you think I had you? Or Fontaine? Or Dugan?”

Fury grins, lopsided, which is a sight better than that doom and gloom look from ten minutes ago. “Aren't many good help in the world like Dugan, or me.”

“Then find some,” Peggy suggests strongly. “You have Coulson and Hand, put them to use. And what about that agent you were telling me about. The one who salvaged the op in Tokyo.”

“Hill?” Fury at least appears to be thinking about it. “She can't shoot for shit and she's a stickler for the rules. Good head on her shoulder though. And she's loyal.” 

“There you go. Aim can be improved and sticks can be removed from arses. Loyalty's hard to come by.” 

“Anyone ever tell you you're a bit of a hard-ass, ma'am?” Fury asks, finally slumping down in the empty bench space. He rests his elbows on the back and tilts his head up to the sky, looking as close to relaxed as a Director of Shield can get.

Peggy is smug in her victory. “Only all the goddamn time.” 

+

If someone had sat her down twenty years ago and told her she would end her days in some glorified asylum masquerading as a nursing home, she…well, she would have laughed and ordered them a psych eval. 

And yet. 

To Fury's credit, the place he had found for her was discreet, isolated and run by extremely competent doctors and nurses. It went by the innocuous name of the Merryweather Retirement Home, and played host to people like Peggy, the ones with equal amount secrets and blood in their ledger. There is an ex-CIA agent down the hall from Peggy and she plays weekly chess with an ex-KGB double agent. There are even a few SHIELD ex-agents who treats her as if she is still Director. And at all times, she's surrounded by SHIELD hired nurses watching her in case she slips up and divulges state secret. They are also cleared to stop her by any means necessary if she puts SHIELD at risk. It should be terrifying but to Peggy it's like a security blanket. 

It takes Peggy all of three weeks to establish a network of ex spies and assassins who keep her well updated on the goings on of the place, such as the appearance of a new nurse in Peggy's wing of the complex. The place had a low staff turnover due to the ridiculous amount of security checks they had to go through so a new face always sent the place into a furor of gossip and rumor. This one is apparently called Nancy and comes highly recommended from a nearby military hospital.

"Pretty, sharp as a--what do you Americans call it, ah, yes, sharp as a tack, isn't afraid to get her hands dirty," Voikov says about her. The man defected during the Cold War and is a womaniser who could have put Howard Stark to shame. Peggy respects his opinion because she has encountered him on more than one op and he always proved a challenging opponent. As far as she knows, he's unaware of their shared history.

Argent, who doesn't belong to any one agency but had pissed off plenty of them at some point or another, describes Nancy as a tiny slip of a thing with a gorgeous smile and gentle hands. Chandra, Peggy's neighbour and possibly MI-6, butts in to describe how well Little Nancy had handled Old Man George in one of his moods. 

Most of them seem to like her in some fashion, so when Peggy finally meets her it's all she can do not to burst out laughing and laughing and laughing. 

Peggy may no longer be head of an international spy agency these days but she still has a head for the important details. Details like the Red Room and the moniker of Black Widow handed out to its best and brightest. They only ever caught this one on screen once, at a hotel in Johannesburg, right after a messy and public assassination of a drug lord who pissed off the wrong Russians. She had been a child then but fifteen years later, she had grown into those large green eyes and sharp cheekbones just as Peggy predicted.

"Good morning," Peggy says in Russian, the only phrase she knows beside tell me where the package is. Her life being what it is, she had gotten more use out of the latter. 

The girl has timed her approach to perfect. Peggy has been remarkably well lately so her usual minders have given her some space for the day, and she's sitting in a corner of the garden rarely frequented by the other residents. The only other person out here is a demented NSA spymaster sixteen feet away. 

The girl is too good to show any surprise but Peggy likes to think there is the briefest moment of hesitation before she sits down across the table. In a slightly wrinkled pink nurse's uniform and with her hair in a messy braid over her left shoulder, you could be forgiven for thinking she's young and sweet. It's probably how she drew in the SHIELD agents sent after her. It's probably how she survived for so long. Some weapons are made to intimidate and others are made to be overlooked until you're bleeding out and wondering what the hell happened. 

"Good morning," the girl returns, then says something else in rapid-fire Russian. 

Peggy smiles, folding her hands on top of the newspaper. "My Russian is very basic, I'm afraid. I hope it won't be an imposition to carry on the conversation in English." 

"Not at all," the girl says in a Brooklyn accent that rolls off her tongue easy as it pleases. Peggy wonders just how much this girl knows about her, wonders if the accent is a happy accident or aimed at lowering her defences. She's not given time to ponder it however, the girl is still speaking. "You know who I am, I assume."

"I have a fair idea. We de-commissioned the Red Room seven years ago, five of you escaped. Are you Yelena? No, she was blonde and had a much sharper chin. Katya then?"

This time, the girl's hesitation is so obvious even a child would have noticed. Peggy is careful not to move as the girl thinks. "Natalia," she finally says. 

"A pleasure to make your acquaintance, Natalia. Is this the first time you've ever told anyone your name?" Peggy asks, not unkindly. For all that the girl has more kills under her belt than all of SHIELD's level eight agents combined, there is something fragile about her. Something desperate in her eyes when she meets Peggy's gaze. 

"Second," Natalia says, with a quirk to her lips that tells Peggy there's a story there.

"I'm honoured," Peggy replies, hoping the girl recognises the sincerity in it. "Now, I can't imagine what you might be doing here. I'm not arrogant enough to think anyone would hire a Black Widow to kill me. Not now, anyway." 

"You founded SHIELD and you were its director for twenty-seven years." As Natalia talks, she watches Peggy with reptilian, blank eyes and Peggy just smiles. 

"Yes." 

"You wrote it's mission statement, 'to watch and protect' if I recall." 

Peggy picks up her pen again. It looks like she could be here for a while. "I was also responsible for the change to uniform regulations that allowed women to wear pants. Is there a point to all this?" 

"One of your agents offered me a job with SHIELD." Natalia pauses, then adds, "I think he was supposed to kill me."

Peggy blinks, surprised for the first time since this conversation began. "Good Lord. And you left him alive to make the offer?" 

That is absolutely not what she meant to say. 

"I owe him," Natalia says as if that made any sense whatsoever. 

What kind of assassin, much less one trained by the Red Room, allows any potential threat to live? And then travel God knew how many miles to speak to the previous Director of the agency that put out the hit on her? 

"Well, then," Peggy says for lack of anything better. "I'm not sure how I can be of assistance." 

The girl looks away for a moment, then back, wearing an expression of curiosity that didn't fool Peggy for a second. "Why SHIELD?"

"You'll have to be more precise than that, my dear," Peggy tells her.

"Why...? Why put all your faith in it?" the girl tries again. It isn't much better but Peggy thinks she might understand. 

Peggy has had to justify the existence of SHIELD her entire life, and to people with more political clout than this girl. She knows the worth of SHIELD down to the very atom, and she has plenty of practice crunching numbers with the best of them to show that SHIELD matters. That SHIELD saves American lives. And that is exactly the kind of thing this girl doesn't need to hear. The Red Room also probably told her what a good child she was for serving her country. Some people divide the world into black and white, good and evil. They only want to know that what they're doing is right and true. People like Natalia know the world operates in shades of grey; she won't be swayed by patriotic rhetoric. 

"SHIELD is more than an organisation. 'To watch and protect'. Those aren't just words on a piece of paper, but a promise. The world is full of danger and most of it goes unnoticed. That's why they need people like us to predict where the danger is coming from. They see an eccentric scientist, we see potential for widespread damage and we prevent it from coming to fruition. Perhaps it's the optimist in me but I do think we make a difference." Peggy leans forward, smiling at Natalia, inviting her to share in the secret. 

"And I believe that's what you want. To leave a mark on the world that isn't just an extraordinarily high body count. The Red Room, they tried to wipe you of your humanity, they tried to make you a tool for their own use, but there was always a part of you that knew there had to be more than that. I won't lie to you, SHIELD is not a crusader for peace and justice, and our hands are as stained as yours. But SHIELD and Fury, they will never ask you to shed the blood of a good man."

Natalia looks to the side, her fake smile all but gone. Peggy resettles into her chair and lets her think. 

When she feels enough time had passed, Peggy says, "And as I told another recruit, we also have the best toys. Now, if any of that has convinced you, I would suggest that you request Agent Coulson as your supervising officer."

"Why?" Natalia is immediately suspicious and cagey the moment she hears Coulson's name, which is a change. Most people can't help liking Coulson. Peggy wonders if that might be the problem. 

"Because you can trust him," Peggy says. "I have a suspicion that you have very few people you could say that about." 

The polished smile makes its return. "Thank you for your help, Director Carter."

"Oh, don't call me that. I'm well past those days. Now, would you like to stay for some tea or will you need to leave to avoid detection?" Peggy reaches for the pot regardless because even if Natalia doesn't want any, she bloody well needs some. 

"Ah, actually, about that." Natalia ducks her head, the very picture of sheepishness. It's a very good act and no doubt got her out of quite a bit of trouble. "I may have broken out of SHIELD facility to talk to you and they may be under the impression I am on my way to Mexico."

Peggy feels a familiar headache settling behind her left eye. She had thought all of this nonsense would be over and done with when she quit her job but trust a Black Widow to prove her wrong. At least Natalia had the good grace to look guilty when Peggy regards her over the top of her glasses. All fake, of course, but Peggy appreciates the gesture. "Would you like me to make the call?" she says mildly. 

Natalia nods, handing over a mobile phone, then pours herself some tea. The number of Fury's personal line is already typed in. Peggy thinks that perhaps this is the point of the entire visit. Nothing makes a stronger case for employment than a former Director providing references. 

"I have a little spider on my doorstep, kindly come collect her," Peggy greets Fury when he finally deigns to pick up the phone. 

Fury's subsequent swearing is truly inspired. 

+

Peggy is far too old a spy to be startled by waking up to someone in her room at some godawful hour of the morning. Even before her eyes have fully opened, she had her hand curled around the gun underneath her pillow. It's a little pistol that only holds a few bullets, but she's always had a good aim. 

"Just me," comes a familiar voice from the bottom right corner of the room. It's the darkest corner by far and the perfect space for the ultimate spy to hide. 

Relief of a degree and a kind she had only experienced a few times in her life courses through her old, tired veins. "You had better not be bleeding on my carpet, Fury." 

"Yours? I thought it belonged to the Merryweather Retirement whatever." 

"Close enough," Peggy says. She sits up, reaching for her bedside lamp but Fury gets there first. 

Warm orange light floods the room and Peggy finally sees Fury. He's wearing that atrocious black trenchcoat he had taken a fancy to some years back and the rest of his clothes follow a similar colour scheme. Slouched in that chair as he is, Peggy can't make out whether he's bleeding or where his wounds might be. 

"You look remarkably well for a dead man," Peggy says, letting a trace of ice slip into her voice. 

Fury winces, either evidence that he's far more tired than he appears or he's trying to get back into her good grace by letting her see some part of the truth. "I was gonna get Maria to tell you." 

"I imagine she was a tad busy trying to sort out the mess you left behind. Now, what the hell did you do to my baby?"

"Had to burn it down." Fury couldn't have sounded brisker if he tried, but Peggy knows him. Knows what that painfully casual voice is meant to hide. 

"Well, you certainly succeeded. So, HYDRA?" 

Peggy is ninety something--exact age no longer matters after eighty--but she still knows how to access the internet. Even better, she has a grandson who works for MI-5 and keeps abreast of everything that happens on the internet. He had made her aware of the data-dump minutes after it happened. It had taken her a few hours to move past the anger and remind herself that Fury would never have done something so stupid without a reason. 

Fury nods and Peggy thinks she sees regret in his eye, before he blinks and it disappears quick as a breath. "Their reach went all the way to the top, Peggy. All the way up to Pierce. There was no way to weed them out, not without leaving SHIELD weak in the process." 

Thirty plus years of friendship means Peggy hears all the things Fury doesn't voice. That this would have opened up SHIELD to a takeover by another organisation, one that might be even worse than HYDRA. 

It's a chilling thought, and Peggy is fiercely glad it won't happen. Speaking of things to be glad about, "What happened to Pierce?" 

"Dead. Two to the chest." Fury grins, all teeth, and Peggy returns it with a smile of her own. "You never liked him, did you?" 

"Never trust a man who calls his female colleagues, 'sweetheart', Fury."

"Couldn't have told me that earlier? Before this clusterfuck?"

Peggy softens her smile, as much as she remembers how after so many years of using it as a weapon. "I know he was your friend." 

At this, Fury takes a deep breath that shakes right towards the end. "Yeah. Yeah, he was. I don't know when that changed." 

Peggy does him the favour of not answering. Betrayal only hurts when it comes from someone you care about and nothing heals that particular wound except time. "I hear my Sharon did herself proud," she says as much to change the topic as to get news of the few SHIELD agents she still has connections to. 

It works like a charm and Fury's eye narrows. "Heard from who?"

"Unlike yourself, Director Fury, Black Widow wasn't too busy to visit me." Peggy arches an eyebrow, smiling as she watches Fury's face contort with conflicting emotions. It seems like he can't decide whether he regrets ever letting them meet or proud of Natasha for doing something so humane and kind as to visit an old woman to reassure her. 

Peggy decides not to tell him about one of those SHIELD approved nurses trying to kill her, and Natasha arriving just in time to help Peggy get rid of the body. 

Eventually, Fury's expression settles on begrudging pride. "What else did she tell you?" he demands. 

"She told me Steve is making friends and starting to settle into this century--that Sam Wilson boy sounds like he would have made one hell of an agent. She also informed me that Coulson and May made it out alive. Beyond that, it's all confidential information I'm afraid. On a need to know basis, Director."

Fury growls. "Don't think you can be Director of an agency you crashed into the Potomac like it was your first car."

"What bullshit, Fury. Once a Director always a Director. Take it from one who knows."

Fury doesn't look convinced so Peggy holds out a hand. The ridiculous boy stares at it like it's a snake poised to strike, and only when Peggy wriggles her fingers pointedly does he walk over, dropping to his knees as soon as he's within range. The hand that grips her own is callused and warm, ready to hold the world together through whatever comes. Peggy loves her own flesh and blood with every part of her heart that she can spare, but none of them will ever compare to this boy. 

"I will say this only once, Nicholas, so listen carefully. If I had known how deep HYDRA's poison ran I'd have burned and salted the whole goddamn agency myself. What you did was necessary and right, and I am proud of you for not being as blind as I was."

Fury's face twists and it's obvious he doesn't know what to say. Which is understandable given all the sincerity Peggy had just smothered him in. The poor man is probably wondering if he's hallucinating. He recovers quickly, she'll grant him that. 

"What's that saying? In the kingdom of the blind," Fury trails off, smirking.

Peggy falls back against her pillow, a wheezy laugh escaping her. "Your people have no idea how awful you are, do they, Fury? Get out of here, child, you have a world to save."

Fury stands up, still holding her hand. "Ma'am," he says, nodding sharply once, and it feels like the clock's turned back thirty years. 

Peggy feels a surge of pride come out of nowhere, sharp enough to catch her breath. The world is in utter shambles, one of its main defenders buried underneath the Potomac, new and old threats are emerging every second, and Peggy has utter confidence that everything will be just fine. SHIELD might be gone but it was never the building or the weapons or the secrets that mattered. As long as there are people like Fury, like the Black Widow, like Maria Hill, the world still stands a fighting chance. 

 

EPILOGUE

There are impossible things happening every day so she's not sure why she's so surprised when she opens her eyes one morning and Bucky Barnes is sitting by her bedside. Perhaps it's the fact that he appears not to have aged a day since she last saw him. Alien gods, frozen soldiers and men in flying tin cans are roaming the streets, Peggy reminds herself, why not yet another old ghost to haunt her in her twilight days?

"Hello, James," Peggy says, scanning him from head to toe. "You look like you're in dire need of a good shave and a shower." 

She's never called him Bucky out loud, that name belongs to Steve. Besides, she likes the way his name feels in her mouth. And she likes the way his mouth used to curve up in a small, lopsided smile every time he heard it. It wasn't the way he used to smile for Steve and not the way he grinned around the other Howling Commandos. It's something that had belonged solely to her. 

Once, somewhere in Paris with Steve asleep between them as they passed a flask of the most awful whiskey back and forth, James confides in her that he sometimes felt like his sole purpose in life was being Steve's best friend. That hearing her call him James reminded him that maybe it wasn't all he could be. 

He doesn't smile now, but the lines of tension in the corners of his eyes ease a little and it's just as good. 

She knows about him, about the arm, about the Red Room, about the Winter Soldier. Natasha had told her a little of what happened and it was more than enough for Peggy to build a rough idea in her head of, well, everything. None of which is enough to help her figure out what in God's name he's doing here. 

"Hello, Peggy." he says, voice harsh with disuse. "I don't know who I am anymore."

He says her name like he's afraid. Like it hurts and Peggy is transported back to 1943, just after the liberation of the 107th. He used to call her Agent Carter with that exact undertone of fear, the cause of which took her a little under a week to uncover. She then spent the next two months torn between smacking some sense into the boy and aching to hold his hand and tell him that really, he needn't worry about losing Steve to her. What a silly thing to think, as if Steve didn't have a heart big enough to share. 

Peggy mentally goes through every answer she can give him and settles on, "You're Sergeant James Buchanan Barnes and you are someone very important, to me and to quite a few other people."

"Steve Rogers," he says, softly. 

Hope flares in Peggy's chest until she meets his eyes and there is no recognition to be found anywhere. She supposes it took quite a bit out of him just to remember their names and remember that they used to mean something to him. She has worked with less before, and she won't let a silly thing like a mindwipe stop her. 

"Yes, to me and to Steve. Would you like me to tell you everything?" she asks, as gently as she knows how. It's not much. The life she lead has turned her into a harsh and uncompromising woman on the best of days, but for James she will try. 

James nods, once. 

"Well then, soldier," she says, smiling, "Sit down and let me tell you how for the first few weeks of our acquaintances, I was sure you hated me.”

**Notes for the Chapter:**

> I may write more about Peggy and Fury, and the baby agents, and Jarvis the SHIELD agent. And Maria Carbonell, SSR's biggest, baddest BAMF. 
> 
> Anyway, con-crit welcome, here or at [my tumblr](http://syncytio.tumblr.com/).


End file.
